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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: March 31, 2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 0-02517

TOREADOR RESOURCES CORPORATION(Exact name of registrant as specified in its charter)

Delaware

75-0991164(State or other jurisdiction
of incorporation)

(I.R.S. Employer
Identification Number)


13760 Noel Road, Suite 1100
Dallas, Texas 75240(Address of principal executive office)

Registrant's
telephone number, including area code:(214) 559-3933

Indicate by check mark whether the Registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the Registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past
90 days. Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes o    No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer ý

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

As of May 8, 2009, there were 20,322,261 shares of common stock, par value $.15625 per share, outstanding.



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Table of Contents



TOREADOR RESOURCES CORPORATION        TABLE OF CONTENTS



PagePART I. FINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited)

1Consolidated Balance SheetsMarch 31, 2009 and December 31, 2008

1Consolidated Statements of Operationsfor the three months ended March 31, 2009 and
2008

2Consolidated Statements of Cash Flowsfor the three months ended March 31, 2009 and
2008

3Notes to Consolidated Financial Statements

4Item 2.

Management's Discussion and Analysis of Financial Condition and
Results of Operations

18Item 3.

Quantitative and Qualitative Disclosures About Market
Risk

31Item 4.

Controls and Procedures

31PART II. OTHER INFORMATIONItem 1.

Legal Proceedings

32Item 6.

Exhibits

32SIGNATURES

34


i

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PART I. FINANCIAL INFORMATION



TOREADOR RESOURCES CORPORATION        CONSOLIDATED BALANCE SHEETS

March 31,
2009

December 31,
2008(Unaudited)(In thousands, except share
and per share data)ASSETSCurrent assets:Cash and cash equivalents

$
23,672

$
19,457Accounts receivable


2,202


2,350Oil and natural gas properties, net, held for sale


14,733


74,739Other assets held for sale


13,543


5,914Other


3,391


3,713Total current assets


57,541


106,173Oil and natural gas properties, net, using successful efforts method of accounting


85,845


89,972Investments


200


200Restricted cash


824


2,922Goodwill


3,670


3,838Other assets


3,963


4,051$
152,043

$
207,156LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
7,500

$
10,001Liabilities held for sale


3,307


7,631Deferred lease payable


97


93Current portion of long-term debt





30,000Income taxes payable


3,444


4,217Total current liabilities


14,348


51,942Long-term accrued liabilities


493


501Deferred lease payable


639


665Asset retirement obligations


6,990


7,362Deferred income tax liabilities


13,210


13,851Convertible senior notes


80,275


80,275Total liabilities


115,955


154,596Commitments and contingenciesStockholders' equity:Common stock, $0.15625 par value, 30,000,000 shares authorized; 21,043,288 and 20,984,360 shares issued


3,288


3,279Additional paid-in capital


166,941


166,484Accumulated deficit


(162,044
)

(151,169
)Accumulated other comprehensive income


30,437


36,500Treasury stock at cost, 721,027 shares


(2,534
)

(2,534
)Total stockholders' equity


36,088


52,560$
152,043

$
207,156


The
accompanying notes are an integral part of these financial statements.

1

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Table of Contents



TOREADOR RESOURCES CORPORATION        CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended
March 31,2009

2008(Unaudited)(In thousands, except
per share data)Oil and natural gas sales

$
3,387

$
8,850Operating costs and expenses:Lease operating


1,788


1,898Exploration expense


464


669Depreciation, depletion and amortization


1,656


1,195General and administrative


5,003


3,892Loss on oil and gas derivative contracts





540Total operating costs and expenses


8,911


8,194Operating (loss) income


(5,524
)

656Other (expense) income:Foreign currency exchange gain


96


1,010Interest and other income


233


286Interest expense, net of interest capitalized


(1,078
)

(1,120
)Total other (expense) income


(749
)

176(Loss) income before taxes


(6,273
)

832Income tax (benefit) provision


(78
)

1,879Loss from continuing operations, net of income taxes


(6,195
)

(1,047
)Loss from discontinued operations, net of income taxes


(4,681
)

(3,379
)Loss available to common shares

$
(10,876
)
$
(4,426
)Basic loss available to common shares per share:From continuing operations, net of income taxes

$
(0.31
)
$
(0.05
)From discontinued operations, net of income taxes


(0.23
)

(0.17
)$
(0.54
)
$
(0.22
)Diluted loss available to common shares per share:From continuing operations, net of income taxes

$
(0.31
)
$
(0.05
)From discontinued operations, net of income taxes


(0.23
)

(0.17
)$
(0.54
)
$
(0.22
)Weighted average shares outstanding:Basic


20,123


19,656Diluted


20,123


19,656


The
accompanying notes are an integral part of these financial statements.

2

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TOREADOR RESOURCES CORPORATION        CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended
March 31,2009

2008(Unaudited)(In thousands)Cash flows from operating activities:Net loss

$
(10,876
)
$
(4,426
)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation, depletion and amortization


1,656


6,882Amortization of deferred debt issuance costs


936


Stock based compensation


549


659Deferred income taxes benefit


(641
)

33Impairment of oil and natural gas properties in Turkey


5,300


Gain on sale of properties and other assets in Romania


(5,846
)

Loss on early extinguishment of debt


4,881


Unrealized loss on commodity derivatives





329Increase in accounts receivable


(2,473
)

(3,428
)(Increase) decrease in other current assets


(1,517
)

382Decrease in other assets


95


505Increase (decrease) in accounts payable and accrued liabilities


(3,855
)

4,606Increase (decrease) in income taxes payable


(774
)

668Net cash provided by (used in) operating activities


(12,565
)

6,210Cash flows from investing activities:Expenditures for property and equipment


(529
)

(5,336
)Restricted cash


2,098


(143
)Proceeds from sale of oil and gas properties


50,000


Net cash provided by (used) in investing activities


51,569


(5,479
)Cash flows from financing activities:Repayments of long-term debt


(36,372
)

Proceeds from issuance of common stock


(82
)

Net cash used in financing activities


(36,454
)

Net increase in cash and cash equivalents


2,550


731Effects of foreign currency translation on cash and cash equivalents


1,665


(560
)Cash and cash equivalents, beginning of period


19,457


12,721Cash and cash equivalents, end of period

$
23,672

$
12,892Supplemental disclosures:Cash paid during the period for interest, net of interest capitalized

$
137

$
Cash paid during the period for income taxes

$
581

$
670


The
accompanying notes are an integral part of these financial statements.

3

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TOREADOR RESOURCES CORPORATION        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (UNAUDITED)

NOTE 1BASIS OF PRESENTATION

The consolidated financial statements of Toreador Resources Corporation and subsidiaries ("Toreador," "we," "us," "our," or the "Company") included herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). They reflect all adjustments which are, in the opinion of management, necessary for
a fair presentation of the financial position and results of operations for the interim periods, on a basis consistent with the annual audited financial statements. All such adjustments are of a
normal recurring nature, unless noted herein. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained herein are adequate to make the
information presented not misleading. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2008, which was initially filed with the SEC on March 16, 2009 and was amended on April 16, 2009. Certain
prior-year amounts have been reclassified and adjusted to conform to the 2009 presentation and to present the operations of Turkey and Romania as discontinued operations. The results of
operations for interim periods are not necessarily indicative of the results to be expected for the full year.

On
March 3, 2009 we completed the sale of a 26.75% interest in the South Akcakoca Sub-Basin (SASB) project associated licenses located in the Black Sea offshore Turkey
to Petrol Ofisi for $55 million. In accordance with the revised agreement announced on February 3, 2009, $50 million of the proceeds was paid by Petrol Ofisi on March 3,
2009, and the remaining $5 million is payable by Petrol Ofisi on September 1, 2009.

In
accordance with the covenants of our revolving credit facility with the International Finance Corporation, a portion of the proceeds of the sale of our 26.75% interest in the SASB to
Petrol Ofisi was used to fully repay the $36.4 million balance outstanding under the credit facility, which was comprised of $30 million principal, $5.9 million of additional
compensation due under the credit facility as a result of our repayment (such additional compensation calculated under the terms of the credit facility as a percentage of the Company's earnings before
interest, tax, depreciation, amortization and exploration expense) and $500,000 for accrued interest and fees.

Unless
otherwise noted, amounts reported in tables are in thousands, except per unit data.



In February 2008, the Financial Accounting Standards Board (the "FASB") issued FSP No. 157-2 ("FASB
No. 157-2") to defer the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, and the interim periods within such fiscal years, for all
related nonfinancial assets and liabilities, including nonfinancial assets and liabilities measured at fair value in a business combination; impaired property, plant and equipment; goodwill; and
initial recognition of asset retirement obligations. We adopted FSP No. 157-2 effective January 1, 2009 and the adoption did not have a significant effect on the financial
positions and results of operations. Refer to Note 14 for related disclosures.

4

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 1BASIS OF PRESENTATION (Continued)

In
December 2007, the FASB the issued Statement No. 141R,"Business Combinations"("SFAS No. 141R"). Under SFAS
No. 141R, a company is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and any contingent consideration measured at their fair value at the
acquisition date. It further requires that research and development assets acquired in a business combination that have no alternative future use are to be measured at their
acquisition-date fair value and then immediately charged to expense, and that acquisition-related costs are to be recognized separately from the acquisition and expensed as incurred.
Among other changes, this statement also requires that "negative goodwill" be recognized in earnings as a gain attributable to the acquisition, and any deferred tax benefits resultant in a business
combination be recognized in income from continuing operations in the period of the combination. SFAS No. 141R is effective for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning after December 15, 2008. On January 1, 2009, the Company adopted SFAS No. 141R and applies its provisions
prospectively to business combinations that occur after adoption. The adoption did not have any immediate effect on the financial statements and related disclosures.

In
December 2007, the FASB issued Statement No. 160,"Noncontrolling Interests in Consolidated Financial Statements"an
amendment of ARB No. 51 ("SFAS No. 160"). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements. Among other requirements, this statement requires consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable
to the parent and to the noncontrolling interest. SFAS No. 160 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after
December 15, 2008. On January 1, 2009, the Company adopted SFAS No. 160 and there was no effect on the financial statements and related disclosures.

In
March 2008, the FASB issued Statement No. 161,"Disclosures about Derivative Instruments and Hedging Activities"an
Amendment of FASB Statement No. 133 ("SFAS No. 161"). This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to
provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under FASB Statement
No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. SFAS
No. 161 is effective for annual periods beginning after November 15, 2008. On January 1, 2009, the Company adopted SFAS No. 161 and there was no effect on the financial
statements and related disclosures.

In
May 2008, the FASB issued Statement No. 162,"The Hierarchy of Generally Accepted Accounting Principles ("SFAS No. 162").The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that
are presented in conformity with U.S. generally accepted accounting principles for nongovernmental entities. On January 1, 2009, the Company adopted SFAS No. 162 and there was no effect
on our financial statements and related disclosures.

5

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 1BASIS OF PRESENTATION (Continued)

On
December 31, 2008 the SEC issued the final rule, "Modernization of Oil and Gas Reporting" (the "Final Reporting Rule"). The
Final Reporting Rule adopts revisions to the SEC's oil and gas reporting disclosure requirements and is effective for annual reports on Forms 10-K for years ending on or after
December 31, 2009. The revisions are intended to provide investors with a more meaningful and comprehensive understanding of oil and gas reserves to help investors evaluate their investments in
oil and gas companies. The amendments are also designed to modernize the oil and gas disclosure requirements to align them with current practices and changes in technology. Revised requirements in the
Final Reporting Rule include, but are not limited to:



We
are currently evaluating the potential impact of adopting the Final Reporting Rule. The SEC has stated that as it discusses the Final Reporting Rule with the FASB and International
Accounting Standards Board, the SEC will consider whether to delay the compliance date. Absent any change in the effective date, we will comply with the disclosure requirements in our annual report on
Form 10-K for the year ended December 31, 2009.

In
November 2008, the FASB ratified EITF 08-6, "Equity Method Investment Accounting Considerations"
("EITF 08-6") which clarifies how to account for certain transactions involving equity method investments. The initial measurement, decreases in value and changes in the level of
ownership of the equity method investment are addressed. EITF 08-6 is effective on a prospective basis for our fiscal year beginning January 1, 2009 and interim periods
within the years. Early application by an entity that has previously adopted an alternative accounting policy is not permitted. On January 1, 2009, the Company adopted
EITF 08-06 and there was no effect on our financial statements and related disclosures.

6

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 1BASIS OF PRESENTATION (Continued)

In
May 2008, the FASB issued FASB Staff Position ("FSP") No. APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled in Cash
Upon Conversion (Including Partial Cash Settlement)" ("FSP APB No. 14-1"). FSP APB No. 14-1 specifies that issuers of such instruments
should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest costs is recognized in subsequent periods.
FSP APB No. 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. FSP ABP
No. 14-1 should be applied retrospectively for all periods presented. On January 1, 2009, the Company adopted FSP APB 14-1 and there was no effect on our
financial statements and related disclosures.

NOTE 2CONCENTRATION OF CREDIT RISK AND ACCOUNTS RECEIVABLE

Financial instruments that potentially subject us to a concentration of credit risk consist principally of cash, restricted cash and accounts receivable. We place our cash with high
credit quality financial institutions. We sell oil and natural gas to various customers.

We
periodically review the collectability of accounts receivable and record a valuation allowance for those accounts which are, in our judgment, unlikely to be collected. We have not had
any significant credit losses in the past and we believe our accounts receivable are fully collectable.

Accounts
receivable consisted of the following:

March 31,
2009

December 31,
2008Accrued oil and natural gas sales receivables

$
1,574

$
751Trade receivables


152


724Recoverable VAT


357


569Other accounts receivable


119


306$
2,202

$
2,350


7

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 3EARNINGS (LOSS) PER COMMON SHARE

The following table reconciles the numerators and denominators of the basic and diluted earnings (loss) per common share computation:

Three Months Ended
March 31,2009

2008Basic earnings (loss) per share:Numerator:Loss from continuing operations, net of income tax

$
(6,195
)
$
(1,047
)Loss from discontinued operations, net of income tax


(4,681
)

(3,379
)Loss available to common shareholders

$
(10,876
)
$
(4,426
)Denominator:Weighted average common shares outstanding


20,123


19,656Basic earnings (loss) available to common shareholders per share from:Continuing operations

$
(0.31
)
$
(0.05
)Discontinued operations


(0.23
)

(0.17
)$
(0.54
)
$
(0.22
)Diluted earnings (loss) per share:Numerator:Loss from continuing operations, net of income tax

$
(6,195
)
$
(1,047
)Loss from discontinued operations, net of income tax


(4,681
)

(3,379
)Loss available to common shareholders

$
(10,876
)
$
(4,426
)Denominator:Weighted average common shares outstanding


20,123


19,656Conversion of 5.0% notes payable



(1)


(1)Diluted shares outstanding


20,123


19,656Diluted earnings (loss) available to common shareholders per share from:Continuing operations

$
(0.31
)
$
(0.05
)Discontinued operations


(0.23
)

(0.17
)$
(0.54
)
$
(0.22
)


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8

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 4COMPREHENSIVE INCOME (LOSS)

The following table presents the components of comprehensive income (loss), net of related tax:

Three Months Ended
March 31,2009

2008Net loss

$
(10,876
)
$
(4,426
)Foreign currency translation adjustment


6,063


5,051Comprehensive (loss) income

$
(4,813
)
$
625


NOTE 5LONG-TERM DEBT

Long-term debt consisted of the following:

March 31,
2009

December 31,
2008Secured revolving facility with the International Finance Corporation

$


$
30,000Convertible senior notes


80,275


80,27580,275


110,250Less: current portion





30,000$
80,275

$
80,275


CONVERTIBLE SENIOR NOTES DUE OCTOBER 1, 2025

On September 27, 2005, we issued $75 million of Convertible Senior Notes due October 1, 2025 ("Notes") to
qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"). The Company also granted the initial purchasers the option to purchase an
additional $11.25 million aggregate principal amount of Notes to cover over-allotments. The over-allotment option was exercised on September 30, 2005. The total
principal amount of Notes issued was $86.25 million and total net proceeds were approximately $82.2 million. We incurred approximately $4.1 million of costs associated with the
issuance of the Notes; these costs have been recorded in other assets on the balance sheet and are being amortized to interest expense using the straight-line interest rate method over the
term of the Notes.

The
net proceeds were used for general corporate purposes, including funding a portion of the Company's 2005 and 2006 exploration and development activities.

The
Notes bear interest at a rate of 5% per annum and can be converted into common stock at an initial conversion rate of 23.3596 shares of common stock per $1,000 principal amount of
Notes, subject to adjustment in an event of a fundamental change, as defined, (equivalent to a conversion price of approximately $42.81 per share). The Company may redeem the Notes, in whole or in
part, on or after October 6, 2008, and prior to October 1, 2010, for cash at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid
interest, if the closing price of its common stock exceeds 130% of the conversion price over a specified period. On or after October 1,

9

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 5LONG-TERM DEBT (Continued)

2010,
the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest, irrespective of
the price of our common stock. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding their stated maturity, and holders may, upon the
occurrence of certain fundamental changes, and on October 1, 2010, October 1, 2015, and October 1, 2020, require the Company to repurchase all or a portion of their Notes for cash
in an amount equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest.

In
2008, we repurchased $6 million in principal amount of the Notes on the open market and through privately negotiated transactions for $5.3 million plus accrued interest
of $109,347. Additionally, we expensed $241,965 of prepaid loan fees attributable to the repurchased Notes. This resulted in a $458,535 gain on the early extinguishment of debt.

SECURED REVOLVING FACILITY WITH THE INTERNATIONAL FINANCE CORPORATION

On December 28, 2006, we entered into a loan and guarantee agreement with International Finance Corporation. The loan and
guarantee agreement provided for a $25 million facility which was a secured revolving facility with a maximum facility amount of $25 million which maximum facility amount would have
increased to $40 million when the projected total borrowing base amount exceeds $50 million. The $25 million facility funded on March 2, 2007. The loan and guarantee
agreement also provided for an unsecured $10 million facility which funded on December 28, 2006. Both the $25 million facility and the $10 million facility were to fund our
operations in Turkey and Romania.

On
March 3, 2009, we repaid and retired the facilities with the International Finance Corporation. The total amount of the payment was $36.4 million, which was comprised of
$30 million principal, $5.9 million additional compensation due under the credit facility as a result of our repayment (such additional compensation calculated under the terms of the
credit facility as a percentage of the Company's earnings before interest, tax, depreciation, amortization and exploration expense) and $500,000 for accrued interest and fees. As a result of the early
extinguishment, we recorded a loss of $4.9 million for the period ended March 31, 2009 which was recorded in discontinued operations.

NOTE 6ASSET RETIREMENT OBLIGATIONS

We account for our asset retirement obligations in accordance with Statement No. 143, Accounting for Asset Retirement Obligations ("SFAS No. 143"), which requires us to
record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing
the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of
the related asset. Upon settlement of the liability, we either settle the obligation for its recorded amount or incur a gain or loss upon settlement.

10

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 6ASSET RETIREMENT OBLIGATIONS (Continued)

The following table summarizes the changes in our asset retirement liability (including the oil and gas properties held for sale) during the three months ended March 31, 2009 and
2008:

2009

2008Asset retirement obligation January 1

$
8,065

$
7,339Asset retirement accretion expense


140


415Foreign currency exchange gain


(512
)

(389
)Change in estimates





873Property additions





421Property dispositions


(703
)

(594
)Asset retirement obligation at March 31

$
6,990

$
8,065


NOTE 7GEOGRAPHIC OPERATING SEGMENT INFORMATION

We have operations in only one industry segment, the oil and natural gas exploration and production industry. We are structured along geographic operating segments or regions. During the
current period we reclassified our operations in Turkey and Romania to discontinued operations (See Note 12). As a result, we have continuing operations in the United States, France and
Hungary.

The
following tables provide the geographic operating segment data required by Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and
Related Information".

Three Months Ended March 31, 2009United States

France

Hungary

TotalRevenues

$
79

$
3,308

$


$
3,387Costs and expenses


4,807


3,664


440


8,911Operating loss

$
(4,728
)
$
(356
)
$
(440
)
$
(5,524
)




Three Months Ended March 31, 2008United States

France

Hungary

TotalRevenues

$
9

$
8,841

$


$
8,850Costs and expenses


4,174


3,542


478


8,194Operating income (loss)

$
(4,165
)
$
5,299

$
(478
)
$
656


11

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 7GEOGRAPHIC OPERATING SEGMENT INFORMATION (Continued)

Total Assets(1)United States

France

Hungary

Turkey

Romania

TotalContinuing Operations

Discontinued OperationsMarch 31, 2009

$
239,017

$
88,680

$
(69
)
$
(113,225
)
$


$
214,403December 31, 2008

$
276,434

$
93,691

$
1,974

$
(69,537
)
$
(33,046
)
$
269,516


---

NOTE 8INCOME TAXES

At March 31, 2009, we had recorded an income tax payable of $3.4 million primarily due to income taxes payable by our French subsidiary. For the three months ended
March 31, 2009 and 2008 we paid income taxes of approximately $581,000 and $670,000, respectively, related to French taxable income. As of March 31, 2009, our French operations recorded
a $79,000 tax benefit, and the U.S. operations recorded a tax provision of $1,000, which resulted in a consolidated tax benefit of $78,000. Our effective income tax rate differs from the statutory
rates applicable to jurisdictions in which we operate due primarily to the establishment of a Turkey valuation allowance of $1 million, which was required because we could not be assured of the
future utilization of net operating losses of $5.2 million.

We
adopted FIN No. 48,"Accounting for Uncertainty in Income Taxes", on January 1, 2007. As a result of the adoption we
recognized an increase in the liability for unrecognized tax expense of approximately $45,000, which was accounted for as a decrease to the January 1, 2007 balance of retained earnings. As of
the date of adoption and after the impact of recognizing the increase in liability noted above, our unrecognized tax benefits totaled approximately $357,000, the disallowance of which would not
materially affect the effective income tax rate. There are no tax positions for which a material change in the unrecognized tax benefit is reasonably possible in the next 12 months.

The
Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within its global operations in income tax expense. In conjunction with the adoption
of FIN 48, the Company recognized approximately $28,000 for the accrual of interest and penalties at January 1, 2007, which was included as a component of the $357,000 unrecognized tax
benefit noted above. During the three months ended March 31, 2009, the Company recognized $0 in potential interest and penalties associated with uncertain tax positions. To the extent interest
and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

In
addition to U.S. federal tax returns, we file several state and foreign tax returns, many of which remain open for examination for five years.

NOTE 9CAPITAL

For the three months ended March 31, 2009, the Company issued 185,328 restricted stock grants to employees, all of which were immediately vested in accordance with the terms of
severance agreements. Forfeitures for the three months ended March 31, 2009 were 126,400 shares of restricted stock.

12

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Table of Contents

TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 10CAPITALIZED INTEREST

We capitalize interest on major projects that require an extended period of time to complete. Interest capitalized for three months ended March 31, 2009 and 2008 was $111,000 and
$304,000, respectively.

NOTE 11COMMITMENTS AND CONTINGENCIES

In 2005, two separate incidents occurred offshore Turkey in the Black Sea, which resulted in the sinking of two caissons and the loss of three natural gas wells. The Company has not been
requested to or ordered by any governmental or regulatory body to remove the caissons. Therefore, the Company believes that the likelihood of receiving such a request or order is remote and no
liability has been recorded.

The
Company has also indemnified a third party vendor for any claims made related to these incidents. However, the Company believes the possibility of a claim being asserted by such
third-party is remote.

On
October 16, 2003, the Company entered into an agreement (the "Netherby Agreement") with Netherby Investments Limited ("Netherby") pursuant to which Netherby agreed to post the
collateral required by the Turkish government for the Company to retain its rights to the eight off-shore exploration SASB licenses in exchange for a 1.5% gross overriding royalty interest
(the "Overriding Royalty") on the net value to Toreador of all future production on SASB, if any. On April 30, 2009, the Company received a letter from attorneys representing Netherby claiming
that Toreador's sale of its 26.75% interest in the SASB to Petrol Ofisi in March 2009 and Toreador's proposed sale of its remaining 10% interest in the SASB constitute a breach of the Netherby
Agreement and demanding a $10.4 million payment. Toreador does not believe that Netherby is entitled to the $10.4 million claimed, though no formal legal evaluation of the likely outcome
of this claim can be made at this time. The Company has agreed to indemnify Petrol Ofisi against and in respect of any and all claims, liabilities, and losses arising from the Overriding Royalty.
Additionally, the Company believes the claim is baseless, without merit and will be vigorously defended against.

From
time to time, we are named as a defendant in other legal proceedings arising in the normal course of business. In our opinion, the final judgment or settlement, if any, which may be
awarded with any suit or claim would not have a material adverse effect on our financial position.

NOTE 12DISCONTINUED OPERATIONS

In the fourth quarter of 2008 and during the first quarter of 2009, Toreador farmed out or sold all of its working interests in Romania to three different companies and closed its
office; thus, we no longer have any operational involvement in Romania. All revenues and expenses associated with the Romanian operation for the three months ended March 31, 2009 and 2008 have
been included in discontinued operations.

In
February 2009, the Board of Directors authorized management to retain Stellar Energy Advisors, based in London, UK, to manage an open bid process to sell the Company's remaining 10%
interest in the SASB, in addition to the onshore production, and 2.2 million net acres in exploration licenses that are currently held in Turkey. All revenues and expenses associated with the
Turkish operation for the three months ended March 31, 2009 and 2008 have been included in discontinued operations.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 12DISCONTINUED OPERATIONS (Continued)

The
results of operations of assets in Romania and Turkey have been presented as discontinued operations in the accompanying consolidated statement of operations. Results for these
assets reported as discontinued operations were as follows:

Three Months Ended
March 31,2009

2008Revenue:Oil and natural gas sales

$
1,362

$
5,131Operating costs and expenses:Lease operating expense


266


1,576Exploration expense


198


301Depreciation, depletion and amortization





5,687Impairment of oil and natural gas properties


5,300General and administrative expense


792


685Total operating costs and expenses


6,556


8,249Operating income (loss)


(5,194
)

(3,118
)Other income (expense)Foreign currency exchange gain (loss)


(433
)

188Interest and other income (expense)


118


(5
)Loss on early extinguishment of debt


(4,881
)

Gain on sale of properties and other assets in Romania


5,846


Interest expense


(137
)

(1,120
)Net loss before income taxes


(4,681
)

(4,055
)Income tax benefit





676Loss from discontinued operations

$
(4,681
)
$
(3,379
)


The
assets and liabilities of discontinued operations presented separately under the captions "Oil and natural gas properties, net, held for sale", "Other assets held for sale" and
"Liabilities held for sale" in balance sheets for the periods ended March 31, 2009 and December 31, 2008 are valued at the

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 12DISCONTINUED OPERATIONS (Continued)

lower
of cost or fair value less cost of selling. The table below shows the components of the other assets held for sale and liabilities held for sale.

March 31,
2009

December 31,
2008(Unaudited)Current assets:Accounts receivable

$
10,722

$
3,100Other


2,518


1,567Total current assets


13,240


4,667Other assets


303


1,247Other assets held for sale

$
13,543

$
5,914Current liabilities:Accounts payable and accrued liabilities

$
3,307

$
6,928Asset retirement obligations





703Liabilities held for sale

$
3,307

$
7,631


NOTE 13DERIVATIVES

We periodically utilize derivative instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the sales price of crude oil and natural gas. We entered
into futures and swap contracts for approximately 16,000 Bbls per month for the months of January 2008 through
September 2008. This resulted in a net derivative fair value loss of $540,000 for the three months ended March 31, 2008. We were not a party to any derivative contracts in the comparable period
of 2009. Presented in the table below is a summary of the contracts entered into:

Type

Period

Barrels

Floor

Ceiling

LossCollar

January 1 - March 31, 2008


48,000

$
84.75

$
92.75

$
19Collar

April 1 - June 30, 2008


48,000

$
92.25

$
100.25


245Collar

July 1 - September 30, 2008


48,000

$
91.75

$
99.75


276$
540


At
March 31, 2009 we had no open commodity derivative contracts.

NOTE 14FAIR VALUE MEASUREMENTS

SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives
the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 14FAIR VALUE MEASUREMENTS (Continued)

Certain
assets and liabilities are reported at fair value on a nonrecurring basis in our consolidated balance sheets. The following methods and assumptions were used to estimate the fair
values:

Oil and Gas Properties Held for SaleIn February 2009, the Board of Directors authorized management to retain Stellar Energy
Advisors, based in London, UK, to manage an open bid process to sell the Company's remaining 10% interest in the SASB, in addition to the onshore production, and 2.2 million net acres in
exploration licenses that are currently held in Turkey. These properties are valued at the lower of cost or fair value less selling expenses.

Asset ImpairmentsIn accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets," we review a proved oil and gas property for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying value of such property. We estimate the
undiscounted future cash flows expected in connection with the property and compare such undiscounted future cash flows to the carrying amount of the property to determine if the carrying amount is
recoverable. If the carrying amount of the property exceeds its estimated undiscounted future cash flows, the carrying amount of the property is reduced to its estimated fair value. Fair value may be
estimated using comparable market data, a discounted cash flow
method, or a combination of the two. In the discounted cash flow method, estimated future cash flows are based on management's expectations for the future and include estimates of future oil and gas
production, commodity prices based on commodity futures price strips as of the date of the estimate, operating and development costs, and a risk-adjusted discount rate.

GoodwillWe account for goodwill in accordance with Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"("Statement
142"). Under Statement 142, goodwill and indefinite-lived intangible assets are not amortized but are
reviewed annually (or more frequently if impairment indicators arise) for impairment.

Asset Retirement ObligationsWe estimate the fair values of asset retirement obligations (AROs) based on discounted cash flow
projections using numerous estimates, assumptions and judgments regarding such factors as the existence of a legal obligation for an ARO; estimated probabilities, amounts and timing of settlements;
the credit-adjusted risk-free rate to be used; and inflation rates. See Note 6Asset Retirement Obligations for a summary of changes in AROs.

Measurement
information for assets that are measured at fair value on a nonrecurring basis was as follows:

Fair Value Measurements UsingDescription

Fair Value
Measurement

Quoted
Prices in
Active
Markets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Total
Impairment
Loss(in millions)Three Months Ended March 31, 2009Impaired oil and natural gas properties

$
14,733







$
14,733

$
(5,300
)


NOTE 15IMPAIRMENT OF ASSETS

We evaluate producing property costs for impairment and reduce such costs to fair value if the sum of expected undiscounted future cash flows is less than net book value pursuant to
Statement of

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

NOTE 15IMPAIRMENT OF ASSETS (Continued)

Financial
Accounting Standard No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("Statement 144"). We assess impairment of
non-producing leasehold costs and undeveloped mineral and royalty interests periodically on a field-by-field basis. We charge any impairment in value to expense in
the period incurred. For the three months ended March 31, 2009, we incurred an impairment charge of $5.3 million on our Turkish natural gas producing properties.

The
impairment charge in Turkey of $5.3 million is a result of a decline in the fair market value of the Company's interest in South Akcakoca Sub-Basin assets. The
fair market value declined at March 31, 2009 due to a 25% reduction in the posted sales price of natural gas produced in Turkey announced on May 1, 2009.

NOTE 16RELOCATION OF HEADQUARTERS AND EMPLOYEE TERMINATIONS

On February 23, 2009, the Company announced a plan to relocate its headquarters from Dallas, Texas to Paris, France since the Company's operations are located in Europe
notwithstanding the fact that the Company is incorporated in Delaware and listed on the NASDAQ Global Market. The Company has commenced the relocation process and expects to complete it by
June 30, 2009.

On
March 17, 2009, Toreador provided notice to 16 employees whose employment was terminated on such date or whose employment will be terminated in connection with the expected
relocation of our headquarters to Paris. Toreador expects to complete the relocation and to close the Dallas operations by June 30, 2009, with certain employees receiving financial incentives
if the relocation is completed by June 30, 2009. With regard to severance payments to be made to employees, upon the receipt from each severed employee of an executed release of all present and
future claims, Toreador will pay an aggregate of $158,000 in cash and issue an aggregate of 367,000 shares of Toreador common stock. In addition, upon certain milestones associated with the expected
relocation being met, an additional aggregate of $120,752 in cash and/or stock may be distributed to certain employees, with the split between cash and/or stock being determined by Toreador in its
sole discretion. In accordance with SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities," the costs associated with
the involuntary termination benefits were recognized during the three month period ended March 31, 2009 with respect to those employees terminated prior to March 31, 2009 and costs
associated with
certain employees required to remain with the Company longer than 60 days are recognized over the minimum service period.

As
Toreador implements the planned relocation of its headquarters to Paris, additional material charges will be incurred, the amount of which Toreador cannot reasonably estimate at this
time, but which will likely include continuing rental obligations for the Dallas office, subject to any reductions due to any subleases, and other relocation costs.

NOTE 17SUBSEQUENT EVENTS

In April 2009, we repurchased $16.7 million principal amount of the Notes on the open market and through privately negotiated transactions for $12.7 million plus accrued
interest and prepaid loan fees of $650,000. This repurchase will result in a gain of $3.4 million on the early extinguishment of debt, which will be recorded in the second quarter of 2009.
After adjusting for the retirement of these Notes the outstanding balance is $63.6 million and our debt to equity ratio would be 1.76 to 1. We intend to continue to buy back a portion of the
currently outstanding Notes in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors.

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Table of Contents

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist you in understanding our business and results of operations together with our present
financial condition. This section should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this Quarterly Report on
Form 10-Q, as well as our Annual Report on Form 10-K for the year ended December 31, 2008, which was initially filed with the SEC on March 16, 2009
and amended on April 16, 2009.

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere
in this report may constitute "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results,
performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words
"anticipates," "estimates," "plans," "believes," "continues," "expects," "projections," "forecasts," "intends," "may," "might," "will," "would," "could," "should," and similar expressions are intended
to be among the statements that identify forward-looking statements. The factors that may affect our expectations regarding our operations include, among others, the
following:



In
addition to these factors, important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") are disclosed under "Risk Factors" in
our Annual Report on Form 10-K for the year ended December 31, 2008, initially filed with the SEC on March 16, 2009 and amended on April 16, 2009, which are
incorporated by reference herein.

All
written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the Cautionary Statements. We undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

EXECUTIVE OVERVIEW

We are an independent international energy company engaged in oil and natural gas exploration, development, production and acquisition
activities. Our strategy is to increase our oil and natural gas

18

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Table of Contents

reserves
through a balanced combination of exploratory drilling, development and exploitation projects and acquisitions. We focus on exploration activities in countries where we can establish large
acreage positions. We also focus on prospects where we do not have to compete directly with major integrated or large independent oil and natural gas producers and where extensive geophysical and
geological data is available. Our operations are located in European Union or European Union candidate countries that we believe have stable governments, have transportation infrastructure, attractive
fiscal policies and are net-importers of oil and natural gas. Our financial results depend upon many factors that significantly affect our results of operations including the
following:



During
2008, we saw oil prices rise to unprecedented levels and then in September we saw the start of a deterioration in the credit and equity markets which has continued to deteriorate
further in 2009. We also experienced a 50% - 60% decline in oil prices from the highest point received in 2008. Oil prices are, and, we expect, will continue to be, extremely volatile
for the remainder of the fiscal year 2009. The results of our operations are highly dependent upon the prices received from our oil and natural gas production, which are dependent on numerous factors
beyond our control. Accordingly, significant changes to oil and natural gas prices are likely to have a material impact on our financial condition, results of operation, cash flows and revenue. As
discussed further below, these severe economic conditions have caused the Company to reevaluate its capital expenditure program for 2009 and how the Company will operate on a go forward basis.

In
February 2009, we developed a corporate platform that will be the building blocks of our new corporate strategy that we expect to present at the Annual Shareholder Meeting in June
2009. The Board of Directors and management are committed to restoring shareholder value, exercising financial discipline, transparency in all transactions, assessing strategic alternatives that lay
outside and beyond the platform and strengthening the Company during the current economic crisis, so that we may outperform our peers.

We
believe that the following proactive steps will be the base for the future growth of the Company:



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For the quarter ended March 31, 2009;



At
March 31, 2009;



LIQUIDITY AND CAPITAL RESOURCES

This section should be read in conjunction with Note 5 to Notes to Consolidated Financial Statements included in this filing.

20

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The Company's liquidity depends on cash flow from operations, existing cash resources and the receipt of proceeds from planned
disposals of our remaining interests in Turkey. As of March 31, 2009, we had cash and restricted cash of $24.5 million, a current ratio of approximately 4.01 to 1 and a debt to equity
ratio of 2.22 to 1. For the three months ended March 31, 2009, we had an operating loss of $5.5 million and capital expenditures were $529,000. The restricted cash relates to a letter of
credit to secure additional permits in Hungary.

During
2008, we saw oil prices rise to unprecedented levels and then in September we saw the start of a deterioration in the credit and equity markets which has continued to deteriorate
further in 2009. We also experienced a 50% - 60% decline in oil prices from the highest prices received in 2008. As discussed further below, for the year ended December 31, 2008,
we had a downward reserve revision of 37.41%. At December 31, 2007 the price used for evaluating our oil reserves was $95.72 per barrel as compared to the December 31, 2008 price of
$34.29 per barrel. This 64% decrease in oil price had a severe impact on the economic life of our wells, but also on the discounted present value at 10% and the standardized measure of proved
reserves. As discussed further below, these severe economic conditions have caused the Company to reevaluate its capital expenditure program for 2009 and how the Company will operate on a go forward
basis.

In
February 2009, the Company announced a new platform from which a new strategy will be built. The platform is built on: (i) reduction in overheadthrough relocating
our corporate headquarters to Paris, France, significant savings of general and administrative expense due to a consolidation of job functions and the expected sale of all the Company's remaining
interest in Turkey; (ii) uses of cashother than funding our capital program to meet minimum commitments associated with the Company's licenses, we expect that our primary use of
discretionary cash will be used to reduce debt; (iii) a focused oil and natural gas portfolio reviewthe Company will refocus its efforts to those areas that offer the best chance
of success and have a proven infrastructure for the oil and natural gas industry. We believe that our current acreage positions in France and Hungary can serve as the platform for growth and offer the
Company the best opportunity to create stockholder value; and (iv) performance managementthe Board of Directors and management are committed to the best practices in corporate
governance and will continually be reviewing and where necessary revising the procedures used to operate the Company. We intend to use third party expertise to review and challenge our procedures and
methodologies, both operationally and administratively. Also performance management, actions followed by positive results, will become a driving principle in operating the Company.

On
March 3, 2009, we closed the sale of a 26.75% interest in the SASB to Petrol Ofisi for $55 million. In accordance with the agreement, $50 million of the proceeds
was paid by Petrol Ofisi upon closing and the remaining $5 million is due on September 1, 2009.

Simultaneous
with the closing of the sale of the 26.75% interest in the SASB to Petrol Ofisi, we repaid the secured revolving credit facility with the International Finance Corporation.
The total amount of the payment was $36.4 million, which was comprised of $30 million principal, $5.9 million additional compensation due under the credit facility as a result of
our repayment (such additional compensation calculated under the terms of the credit facility as a percentage of the Company's earnings before interest, tax, depreciation, amortization, and
exploration expense) and $500,000 for accrued interest and fees. As a result of the early extinguishment, we recorded a loss of $4.9 million for the period ended March 31, 2009, which
was recorded in discontinued operations.

Following
the retirement of the credit facility with the International Finance Corporation, the Company does not have a credit facility and currently relies on its cash balance to meet
its immediate cash requirements. Management will consider securing a new facility in 2009, but given the current economic
and financial market conditions due to the global credit market crisis, there can be no assurance that a new facility can be obtained on acceptable terms or at all.

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Our capital expenditure budget for 2009 is currently estimated at $7.2 million and assumes a sale of our remaining interest in Turkey to be closed by
September 1, 2009. This amount represents our 10% share of Phase II development cost in the SASB, our estimated share of the cost in the drilling of a Thrace Black Sea well after we are
carried on the first $10.7 million of costs and the cost of installing a pipeline in Hungary in order to produce the reserves associated with the Szolnok permit.

As
discussed in Note 11, on April 30, 2009, the Company received a letter from attorneys representing Netherby claiming that Toreador's sale of its 26.75% interest in the
SASB to Petrol Ofisi in March 2009 and Toreador's proposed sale of its remaining 10% interest in the SASB constitute a breach of the Netherby Agreement and demanding a $10.4 million payment.
Toreador does not believe that Netherby is entitled to the $10.4 million claimed, though no formal legal evaluation of the likely outcome of this claim can be made at this time. Additionally,
the Company believes the claim is baseless, without merit and will be vigorously defended against.

We
believe we will have sufficient cash flow from operations to meet all of our 2009 obligations. However, if we do not complete the sale of our remaining interest in Turkey, the cash
flow from our operations is less than anticipated and if we have used up our cash we may also seek additional capital by: (i) forward selling our crude oil and natural gas production;
(ii) selling our interest in prospects and or licenses; (iii) selling our working interest in properties; or (iv) a combination of these actions in addition to issuing new debt or
equity securities. We believe such actions will allow us to meet our capital commitments and that as a result, we will have sufficient liquidity for the remainder of 2009.



On December 28, 2006, we entered into a loan and guarantee agreement with International Finance Corporation. The loan and
guarantee agreement provided for a $25 million facility which was a secured revolving facility with a maximum facility amount of $25 million which maximum facility amount would have
increased to $40 million when the projected total borrowing base amount exceeds $50 million. The $25 million facility funded on March 2, 2007. The loan and guarantee
agreement also provided for an unsecured $10 million facility which funded on December 28, 2006. Both the $25 million facility and the $10 million facility were to fund our
operations in Turkey and Romania.

On
March 3, 2009, we repaid and retired the facilities with the International Finance Corporation. The total amount of the payment was $36.4 million, which was comprised of
$30 million principal, $5.9 million additional compensation due under the credit facility as a result of our repayment (such additional compensation calculated under the terms of the
credit facility as a percentage of the Company's earnings before interest, tax, depreciation, amortization and exploration expense) and $500,000 for accrued interest and fees.



On September 27, 2005, we sold $75 million of Convertible Senior Notes due October 1, 2025 to qualified
institutional buyers pursuant to Rule 144A of the Securities Act of 1933. We also granted the initial purchasers the option to purchase an additional $11.25 million aggregate principal
amount of Convertible Senior Notes to cover over-allotments. The option was exercised on September 30, 2005. The total principal amount of Convertible Senior Notes issued was
$86.25 million and total net proceeds were approximately $82.2 million.

The
Convertible Senior Notes bear interest at a rate of 5% per annum and can be converted into common stock at an initial conversion rate of 23.3596 shares of common stock per $1,000
principal amount of Convertible Senior Notes, subject to adjustment (equivalent to a conversion price of approximately $42.81 per share). We may redeem the Convertible Senior Notes, in whole or in
part, on or after October 6, 2008, and prior to October 1, 2010, for cash at a redemption price equal to 100% of the principal amount of Convertible Senior Notes to be redeemed, plus any
accrued and unpaid

22

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interest,
if the closing price of our common stock exceeds 130% of the conversion price over a specified period. On or after October 1, 2010, we may redeem the Convertible Senior Notes, in
whole
or in part, at a redemption price equal to 100% of the principal amount of Convertible Senior Notes to be redeemed, plus any accrued and unpaid interest, irrespective of the price of its common stock.
Holders may convert their Convertible Senior Notes at any time prior to the close of business on the business day immediately preceding their stated maturity, and holders may, upon the occurrence of
certain fundamental changes, and on October 1, 2010, October 1, 2015, and October 1, 2020, require us to repurchase all or a portion of their Convertible Senior Notes for cash in
an amount equal to 100% of the principal amount of such Convertible Senior Notes, plus any accrued and unpaid interest.

In
2008, we repurchased $6 million in principal amount of the Convertible Senior Notes on the open market and through privately negotiated transactions for $5.3 million
plus accrued interest of $109,347. Additionally, we expensed $241,965 of prepaid loan fees attributable to the repurchased Convertible Senior Notes. This resulted in a $458,535 gain on the early
extinguishment of debt.

In
April 2009, we repurchased $16.7 million in principal amount of the Convertible Senior Notes on the open market for $12.7 million plus accrued interest and prepaid loan
fees of $650,000. This repurchase will result in a gain of $3.4 million on the early extinguishment of debt, which will be recorded in the second quarter of 2009. After adjusting for the
retirement of these Convertible Senior Notes the outstanding balance is $63.6 million and our debt to equity ratio would be 1.76 to 1. We intend to continue to buy back a portion of the
currently outstanding Convertible Senior Notes on the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors.



Dividends on our common stock may be declared and paid out of funds legally available when and as determined by our Board of Directors.
Our policy is to hold and invest corporate funds on a conservative basis, and, thus, we do not anticipate paying cash dividends on our common stock in the foreseeable future.



The following table sets forth our contractual obligations in thousands at March 31, 2009 for the periods shown:

Total

Less Than
One Year

One to
Three Years

Four to
Five Years

More Than
Five YearsLong-term debt

$
80,275

$


$
80,275

$


$
Lease commitments


3,927


769


1,555


1,296


307Total contractual obligations

$
84,202

$
769

$
81,830

$
1,296

$
80,582


Contractual
obligations for long-term debt above does not include amounts for interest payments.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based upon the consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses. Our significant accounting policies are described in Note 2 to our consolidated financial statements included in
Form 10-K for the year ended December 31, 2008. We have identified below policies that are of particular importance to the portrayal of our financial position and results of

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operations
and which require the application of significant judgment by management. We analyze our estimates on a periodic basis and base our estimates on experience and various other assumptions that
we believe to be reasonable under the circumstances. Actual results may differ from these estimates using different assumptions or conditions. We believe the following critical accounting policies
affect our more significant judgments and estimates used in the preparation of our financial statements:



We account for our oil and natural gas exploration and development activities utilizing the successful efforts method of accounting.
Under this method, costs of productive exploratory wells, development dry holes and productive wells and undeveloped leases are capitalized. Oil and natural gas lease acquisition costs are also
capitalized. Exploration costs, including personnel costs, certain geological and geophysical expenses and delay rentals for oil and natural gas leases, are charged to expense as incurred. Exploratory
drilling costs are initially capitalized, but such costs are charged to expense if and when the well is determined not to have found reserves in commercial quantities. In most cases, a gain or loss is
recognized for sales of producing properties.

The
application of the successful efforts method of accounting requires management's judgment to determine the proper designation of wells as either developmental or exploratory, which
will ultimately determine the proper accounting treatment of the costs incurred. The results from a drilling operation can take considerable time to analyze, and the determination that commercial
reserves have been discovered requires both judgment and application of industry experience. Wells may be completed that are assumed to be productive and actually deliver oil and natural gas in
quantities insufficient to be economic, which may result in the abandonment of the wells at a later date. On occasion, wells are drilled which have targeted geologic structures that are both
developmental and exploratory in nature, and in such instances an allocation of costs is required to properly account for the results. Delineation seismic costs incurred to select development
locations within a productive oil and natural gas field are
typically treated as development costs and capitalized, but often these seismic programs extend beyond the proved reserve areas and therefore management must estimate the portion of seismic costs to
expense as exploratory. The evaluation of oil and natural gas leasehold acquisition costs requires management's judgment to estimate the fair value of exploratory costs related to drilling activity in
a given area. Drilling activities in an area by other companies may also effectively condemn leasehold positions.

The
successful efforts method of accounting can have a significant impact on the operational results reported when we enter a new exploratory area in hopes of finding oil and natural gas
reserves. The initial exploratory wells may be unsuccessful and the associated costs will be expensed as dry hole costs. Seismic costs can be substantial which will result in additional exploration
expenses when incurred.



Proved reserves are estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data
demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are reserves that can be
expected to be recovered through existing wells with existing equipment and operating methods as well as oil and natural gas expected to be obtained through the application of fluid injection or other
improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery after testing by a pilot project or after the operation of an installed program has been confirmed
through production response that increased recovery will be achieved. Proved undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage or from existing
wells where a relatively major expenditure is required for recompletion. Proved undeveloped reserves on undrilled acreage are limited: (i) to those drilling units

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offsetting
productive units that are reasonably certain of production when drilled and (ii) to other undrilled units where it can be demonstrated with certainty that there is continuity of
production from the existing productive formation. We emphasize that the volume of reserves are estimates that, by their nature are subject to revision. The estimates are made using geological and
reservoir data, as well as production performance data. These estimates are reviewed annually and revised, either upward or downward, as warranted by additional performance data. These reserve
revisions result primarily from improved or a decline in performance from a variety of sources such as an addition to or a reduction in recoveries below or above previously established lowest known
hydrocarbon levels, improved or a decline in drainage from natural drive mechanisms, and the realization of improved or declined drainage areas. If the estimates of proved reserves were to decline,
the rate at which we record depletion expense would increase.

For
the year ended December 31, 2008, we had a downward reserve revision of 37.41%. At December 31, 2007 the price used for evaluating our oil reserves was $95.72 per
barrel as compared to the December 31, 2008 price of $34.29 per barrel. This 64% decrease in oil price had a severe impact on the economic life of our wells, but also on the discounted present
value at 10% and the standardized measure of proved reserves. This downward revision, which primarily affected our French oil reserves, was due to the following factors: (i) decrease in
economic life due to change in economics caused a net decrease of 1,682 MBbl; (ii) removing 12 proved undeveloped locations from the report caused a net decrease 1,889 MBbl;
(iii) negative reserve revisions resulted in a decrease in reserves of 405 MBbl; (iv) 14 wells were shut-in resulting in a decrease of 401 MBbl; (v) three drilled
locations in prior years resulted in one producing well which was non-commercial at December 31, 2008 causing a net decrease of 280 MBbl;(vi) one well was lost during workover
operations causing a net decrease 37 MBbl; (vii) 2008 production of 805 MBOE. In Hungary, we were able to secure a gas contract and were able to restore the reserves lost in 2007; this resulted
in an increase of 159 MBOE and in Romania due to the poor performance of the field resulted in a decrease of 54 MBOE. In Turkey, we had downward revisions of 390 MBOE, which was due to a decrease in
the economic life of the proved developed wells.



We review our proved oil and natural gas properties for impairment on an annual basis or whenever events and circumstances indicate a
potential decline in the recoverability of their carrying value. We estimate the expected future cash flows from our proved oil and natural gas properties and compare these future cash flows to the
carrying value of the oil and natural gas properties to determine if the carrying value is recoverable. If the carrying value exceeds the estimated undiscounted future cash flows, we will adjust the
carrying value of the oil and natural gas properties to its fair value in the current period. The factors used to determine fair value include, but are not limited to, estimates of reserves, future
commodity prices, future production estimates, anticipated capital expenditures, and a discount rate commensurate with the risk associated with realizing the expected cash flows projected. Unproved
properties are reviewed quarterly to determine if there has been impairment of the carrying value, with any such impairment charged to expense in the period. Given the complexities associated with oil
and natural gas reserves estimate and the history of price volatility in the oil and natural gas markets, events may arise that will require us to record an impairment of our oil and natural gas
properties and there can be no assurance that such impairments will not be required in the future nor that they will not be material.

On
May 1, 2009, the Prime Minister of Turkey, announced a 25% reduction in the posted price of natural gas in Turkey which caused us to reevaluate the fair value of our SASB and
for management to estimate that the fair value of the asset has been impaired by approximately $5.3 million at March 31, 2009; accordingly, we have recorded an impairment to reflect this
change in fair value.

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Future development costs include costs to be incurred to obtain access to proved reserves, including drilling costs and the
installation of production equipment. Future abandonment costs include costs to dismantle and relocate or dispose of our production equipment, gathering systems, wells and related structures and
restoration costs of land. We develop estimates of these costs for each of our properties based upon the type of production structure, depth of water, reservoir characteristics, depth of the
reservoir, market demand for equipment, currently available procedures and consultations with construction and engineering consultants. Because these costs typically extend many years into the future,
estimating these future costs is difficult and requires management to make estimates and judgments that are subject to future revisions based upon numerous factors, including changing technology, the
ultimate settlement amount, inflation factors, credit adjusted discount rates, timing of settlement and changes in the political, legal, environmental and regulatory environment. We review our
assumptions and estimates of future abandonment costs on an annual basis. SFAS No. 143"Accounting for Asset Retirement Obligations"requires
that the fair value of a liability for an asset retirement obligation be recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the
related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is
settled for an amount other than the recorded amount, a gain or loss is recognized.

Holding
all other factors constant, if our estimate of future abandonment costs is revised upward, earnings would decrease due to higher depreciation, depletion and amortization expense.
Likewise, if these estimates were revised downward, earnings would increase due to lower depreciation, depletion and amortization expense.



For financial reporting purposes, we generally provide taxes at the rate applicable for the appropriate tax jurisdiction. Because our
present intention is to reinvest the unremitted earnings in our foreign operations, excluding discontinued operations, we do not provide U.S. income taxes on unremitted earnings of foreign
subsidiaries. Management periodically assesses the need to utilize these unremitted earnings to finance our foreign operations. This assessment is based on cash flow projections that are the result of
estimates of future production, commodity prices and
expenditures by tax jurisdiction for our operations. Such estimates are inherently imprecise since many assumptions utilized in the cash flow projections are subject to revision in the future.

Management
also periodically assesses, by tax jurisdiction, the probability of recovery of recorded deferred tax assets based on its assessment of future earnings estimates. Such
estimates are inherently imprecise since many assumptions utilized in the assessments are subject to revision in the future.



We periodically utilize derivative instruments such as futures and swaps for purposes of hedging our exposure to fluctuations in the
price of crude oil. In accordance with SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities",we have elected not to
designate the derivative financial instruments to which we are a party as hedges, and accordingly, we record such contracts at fair value and recognize changes in such fair value in current earnings
as they occur. We determine the fair value of futures and swap contracts based on the difference between their fixed contract price and the underlying market price at the determination date. The
realized and unrealized gains and losses on derivatives are recorded as a derivative fair value gain or loss in the income statement.

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The functional currency for Turkey, Romania and Hungary is the U.S. Dollar and in France the functional currency is the Euro.
Translation gains or losses resulting from transactions in the New Turkish Lira in Turkey, the Lei in Romania and the Forint in Hungary are included in income available to common shares for the
current period. Translation gains and losses resulting from transactions in Euros are included in other comprehensive income for the current period. We periodically review the operations of our
entities to ensure the functional currency of each entity is the currency of the primary economic environment in which we operate.

RESULTS OF OPERATIONS



The following tables present production and average unit prices for the geographic segments indicated:

For the Three
Months Ended
March 31,



For the Three
Months Ended
March 31,Production:

2009

2008

Average Price:

2009

2008Oil (MBbls):







Oil ($/Bbl):France


84


95

France

$
39.20

$
92.93




Oil and natural gas sales for the three months ended March 31, 2009 were $3.4 million, as compared to $8.9 million
for the comparable period in 2008. This decrease is due to the decrease in the price received for our French production of $4.5 million as a result of a global decrease in oil prices and a
decrease in oil production of 11 MBbls as a result of decreasing demand, resulting in a decrease in revenue of $1 million.

The
above table compares both volumes and prices received for oil for the three months ended March 31, 2009 and 2008. Oil prices are, and, we expect, will continue to be,
extremely volatile for the remainder of the fiscal year 2009. The results of our operations are highly dependent upon the prices received from our oil and natural gas production, which are dependent
on numerous factors beyond our control. Accordingly, significant changes to oil and natural gas prices are likely to have a material impact on our financial condition, results of operation, cash flows
and revenue.



Lease operating expense was $1.8 million, or $21.42 per BOE produced for the three months ended March 31, 2009, as
compared to $1.9 million, or $19.98 per BOE produced for the comparable period in 2008. This decrease is primarily due to the strengthening of the U.S. Dollar in the first quarter of 2009
compared to the first quarter of 2008.



Exploration expense for the three months ended March 31, 2009 was $464,000, as compared to $669,000 for the three months ended
March 31, 2008. This decrease is due primarily to the reduction in exploration staff in the Dallas office in anticipation of the expected relocation of our headquarters to Paris.

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Depreciation, depletion and amortization expense for the three months ended March 31, 2009 was $1.7 million or $19.61per
BOE produced, as compared to $1.2 million, or $12.56 per BOE produced for the three months ended March 31, 2008. This increase is primarily due to the lower proved reserves assigned to
our French assets at December 31, 2008 due to depressed oil prices and was partially offset by the decline in oil production of 11MBbls in the first quarter of 2009 as compared to the first
quarter of 2008.



General and administrative expense, not including stock compensation expense, cost incurred due to the resignation of our former
President and Chief Executive Officer and the costs associated with the relocation of the corporate headquarters from Dallas, Texas to Paris,
France, $2.2 million for the three months ended March 31, 2009 compared with $3.1 million for the three months ended March 31, 2008. This decrease is primarily due to the
reduction in staff of the Dallas office in early 2009, in anticipation of the expected relocation of our corporate headquarters to Paris, France.



Stock compensation expense was $292,000 for the three months ended March 31, 2009 compared with $659,000 for the three months
ended March 31, 2008. This decrease is due to the vesting of higher priced restricted stock during 2008 and the immediate vesting of grants made to employees that have been terminated has been
classified as "Cost associated with the Dallas office/relocation of corporate headquarters from Dallas, Texas to Paris, France".



The Company and Nigel Lovett, our former President and Chief Executive Officer, entered into a Separation and Mutual Release Agreement
(the "Lovett Release") in connection with his resignation from the Company in January 2009. Pursuant to the Lovett Release, Toreador amended certain terms and conditions of Mr. Lovett's 2008
employment agreement (the "2008 Employment Agreement") with Toreador. The terms of the 2008 Employment Agreement, as amended, provide for Toreador to: (i) pay Mr. Lovett all unpaid
compensation earned but not paid, (ii) pay Mr. Lovett certain severance payments totaling $720,000 to be paid in 24 equal monthly installments, (iii) issue 90,000 shares of
Toreador common stock to Mr. Lovett, and (iv) vest 6,800 shares of Toreador restricted stock held by Mr. Lovett. The cost associated with the Lovett Release totaled $832,000,
which was recorded in the first quarter of 2009.



For the three months ended March 31, 2009 we had $1.7 million of costs associated with the Dallas office/ relocation of
our headquarters to Paris, France. The major components are: 1) salaries and wages associated with Dallas office employees $476,000; 2) severance payments $605,000; 3) corporate
restructuring expenses $295,000; 4) travel associated with Dallas office employees $138,000 and 5) Dallas office rent $110,000.



Loss on oil and gas derivative contracts for the three months ended March 31, 2009 was zero, as compared to $540,000 for the
three months ended March 31, 2008. The loss in 2008 represents the

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recognized
loss on the commodity derivative contracts with Total Oil Trading. Presented in the table below is a summary of the contracts entered into:

Type

Period

Barrels

Floor

Ceiling

LossCollar

January 1 - March 31, 2008


48,000

$
84.75

$
92.75

$
19Collar

April 1 - June 30, 2008


48,000

$
92.25

$
100.25


245Collar

July 1 - September 30, 2008


48,000

$
91.75

$
99.75


276$
540




We recorded a gain on foreign currency exchange of $96,000 for the three months ended March 31, 2009 compared with a gain of
$1 million for the three months ended March 31, 2008. This decrease is primarily due to the stabilization of the Euro in the first quarter of 2009 as compared to the first quarter of
2008.



Interest and other income was $233,000 for the three months ended March 31, 2009 as compared with income of $286,000 for the
three months ended March 31, 2008. In the three months ended March 31, 2009, our average cash balance was larger than our average cash
balance for the three months ended March 31, 2008, but this was offset by a decline in the interest rates received.



Interest expense was $1.1 million for the three months ended March 31, 2009, as compared to $1.1 million for the
comparable period of 2008.



In the fourth quarter of 2008 and during the first quarter of 2009, Toreador farmed out or sold all of its working interests in Romania
to three different companies and closed its office; thus, we no longer have any operational involvement in Romania. All revenues and expenses associated with the Romanian operation for the three
months ended March 31, 2009 and 2008 have been included in discontinued operations.

In
February 2009, the Board of Directors authorized management to retain Stellar Energy Advisors, based in London, UK, to manage an open bid process to sell the Company's remaining
assets in Turkey including the 10% interest in the SASB, in addition to the onshore production, and 2.2 million net acres in exploration licenses that are currently held. All revenues and
expenses associated with the Turkish operation for the three months ended March 31, 2009 and 2008 have been included in discontinued operations.

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The
results of operations of assets in Romania and Turkey have been presented as discontinued operations in the accompanying consolidated statements of operations. Results for these
assets reported as discontinued operations were as follows:

Three Months Ended
March 31,2009

2008Revenue:Oil and natural gas sales

$
1,362

$
5,131Operating costs and expenses:Lease operating expense


266


1,576Exploration expense


198


301Depreciation, depletion and amortization





5,687Impairment of oil and natural gas properties


5,300


General and administrative expense


792


685Total operating costs and expenses


6,556


8,249Operating income (loss)


(5,194
)

(3,118
)Other income (expense)Foreign currency exchange gain (loss)


(433
)

188Interest and other income (expense)


118


(5
)Loss on early extinguishment of debt


(4,881
)

Gain on sale of properties and other assets in Romania


5,846


Interest expense


(137
)

(1,120
)Net income (loss) before income taxes


(4,681
)

(4,055
)Income tax benefit





676Income (loss) from discontinued operations

$
(4,681
)
$
(3,379
)


The
following tables present production and average unit prices for Turkey:

For the Three
Months Ended
March 31,



For the Three
Months Ended
March 31,Production:

2009

2008

Average Price:

2009

2008Oil (MBbls):







Oil ($/Bbl):Turkey


12


14

Turkey


37.96


89.36Gas (MMcf):







Gas ($/Mcf):Turkey


89


320

Turkey


10.28


10.00MBOE:







$/BOE:Turkey


27


68

Turkey


51.22


66.17


Oil
and natural gas sales from discontinued operations for the three months ended March 31, 2009 were $1.4 million, as compared to $5.1 million for the comparable
period in 2008. This decrease is primarily due to the sale of our 26.75% interest to Petrol Ofisi and the $14.95 per BOE decline in oil and natural gas prices.



The most significant element of comprehensive income, other than net income, is foreign currency translation. For the three months
ended March 31, 2009, we had accumulated an unrealized loss of $434,000, after reclassifying $5.3 million to discontinued operations associated with the exiting of

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Romania,
as compared to an unrealized income of $5.1 million for the comparable period in 2008 also due to the stabilization of the U.S. Dollar compared to the Euro.

The
functional currency of our operations in France is the Euro. The functional currency in Turkey and Hungary is the U.S. Dollar. The exchange rates at March 31, 2009 and 2008
were:

March 31,2009

2008Euro

$
1.3308

$
1.5812New Turkish Lira

$
0.5991

$
0.7648Hungarian Forint

$
0.0043

$
0.0061




We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on
our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the Company's market risk during the three months ended March 31, 2009. For additional
information, refer to the market risk disclosure in Item 7A as presented in the Company's 2008 Annual Report on Form 10-K which was initially filed with the SEC on
March 16, 2009 and amended on April 16, 2009.

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange) that are designed to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the SEC.

We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Senior Vice PresidentChief
Financial Officer of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and
Senior Vice PresidentChief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2009 were effective.

Changes in Internal Control over Financial Reporting

In the quarter ended March 31, 2009, due to the announced relocation of the headquarters to Paris, France, we eliminated three
positions in our accounting and finance department. The responsibilities and duties of these individuals were assumed by the remaining personnel. Management believes that the change does not
materially affect our system of internal control due to compensating controls that are currently in effect.

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PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

See Note 11, which is incorporated into this "Item 1. Legal Proceedings" by reference

ITEM 1A.RISK FACTORS

There have been no material changes to the risk factors previously discussed in the Company's annual report on Form 10-K for the
year ended December 31, 2008, which was initially filed with the SEC on March 16, 2009 and was amended on April 16, 2009.

ITEM 6.EXHIBITS

Exhibit
Number

Description

Incorporation by Reference10.1

Retention Agreement dated March 19, 2009 by and between Toreador Resources Corporation and Charles Campise.

Incorporated by reference from Exhibit 10.1 to Toreador Resources Corporation Form 8-K filed on March 23, 2009.10.2

Settlement Agreement, dated January 22, 2009, among Toreador Resources Corporation, Nanes Balkany Partners I LP, John M. McLaughlin, Nigel J. Lovett, Craig M. McKenzie, Julien Balkany, and Peter Hill

Incorporated by reference from Exhibit 10.1 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-2517.10.3

Resignation and Mutual Release Agreement, dated January 22, 2009, between Toreador Resources Corporation and John M. McLaughlin

Incorporated by reference from Exhibit 10.2 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-2517.10.4

Separation and Mutual Release Agreement, dated January 22, 2009, between Toreador Resources Corporation and Nigel J. Lovett

Incorporated by reference from Exhibit 10.3 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-2517.10.5

Form of McLaughlin/Lovett Indemnity Agreement, dated January 22, 2009, for John M. McLaughlin and Nigel J. Lovett

Incorporated by reference from Exhibit 10.4 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-2517.10.6

Form of Director Indemnity Agreement, dated January 22, 2009, for current directors

Incorporated by reference from Exhibit 10.5 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-251710.7

Letter Agreement, dated January 22, 2009, between Toreador Resources Corporation and Craig M. McKenzie

Incorporated by reference from Exhibit 10.6 to Toreador Resources Corporation Current Report on Form 8-K filed on January 27, 2009, File No. 0-2517.31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed Herewith.31.2

Certification of Senior Vice PresidentChief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed Herewith.


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Exhibit
Number

Description

Incorporation by Reference32.1

Certification of Chief Executive Officer and Senior Vice PresidentChief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

Filed Herewith.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q
report to be signed on its behalf by the undersigned thereunto duly authorized.

TOREADOR RESOURCES CORPORATIONMay 11, 2009

/s/ CRAIG M. MCKENZIE Craig M. McKenzie President and Chief Executive OfficerMay 11, 2009

/s/ CHARLES J. CAMPISE Charles J. Campise Senior Vice PresidentChief Financial Officer


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